Buffy and William have been friends since the ninth grade. William had just moved to Sunnydale from England so he was the new kid in school. He walked into Algebra with his head down and his curly hair flopping in front of his face, but the moment he finally lifted his head and made eye contact with Buffy, they immediately felt a connection. She motioned for him to sit next to her and the gang; Willow and Xander were happy to accept him into the group. Willow and Xander have been best friends since their baby days and as much as Buffy loves them she’s always felt slightly like the third wheel. Lucky for her William changed that.

William and she did everything together. They made sure all of their classes were together, they were in the same lunch block and he always gave her a ride home. Whenever her mom was out of town she’d stay over at William’s home. His mother has been like a second mother to her. Basically they spent every free moment together.

Buffy has had feelings for William since the tenth grade; he came back from a three week trip to England with his hair bleached and he wore tighter clothes to show off his body. She had always thought he was attractive, but now everything was emphasized, now he was just plain yummy.

They were both now seniors in high school and she had yet to tell him about her feelings for him. What if he’s weird-ed out? It could ruin their friendship, she couldn’t risk that. Things changed a bit when last month Willow and Xander said they had lost their virginity to each other. She felt tension when she is around him now. William would occasionally make an excuse not to come over, said he was too busy. He had never been too busy before for her.

She had finally dragged his butt over to watch a movie. Mom’s out of town again so they had the place to themselves. The tension was still there, and she wished she knew why.

“Will, what’s going on?” Buffy asked her brows scrunched together in question.

William turned away from the movie to look at her. “W-What do you mean, Buffy?”

“Well, I feel for the past month we haven’t been the same. I feel like I can’t talk to you anymore.”

William looked at her seriously now. “You can tell me anything, luv.”

“Can I ask you anything?”

William gulped. “Um, sure.”

Buffy moved so she was closer to William on the couch. “We’re best friends, right?”

“Right.”

“We care about each other, right?”

“Right.”

Buffy was very close to William now; he could feel her breath on his face. “How about we play a game then?”

William felt nervous as he tried to back further away from her, but he’d reached the end of the couch. “A…game?”

“Yeah, you know, I’ll show you mine…if you show me yours.”

He looked at her with his mouth hanging open. “W-What?”

“We’re almost graduated Will, and I still haven’t even seen a penis, I feel like a loser.”

William stayed quiet.

Buffy frowned at his reaction. “I-I guess I just thought if we trust each other and we’re best friends than who else would I want to give myself to like that? U-unless you’ve already…” She trailed off not able to say the words.

“No, god no, Buffy. ‘ve never don’ or seen anythin‘.”

“So, you wanna play then?” Buffy placed her hand on his leg.

William looked down at her hand as he answered. “A-alright, Buffy.”

She gave his leg a light squeeze before she walked over to the T.V to turn off the movie. She went to the light switch to dim the lights a bit. She felt that it would help if it wasn’t so bright in the room.

Buffy sat down on the opposite end of the couch her legs folded under her. “Um, ok. How do we do this?”

William turned so he was sitting almost the same way facing her. “I-it’s your g-game Buffy.” He stuttered out.

“What do you want to see first?”

“W-Whatever you-you-you.” Williams face turned a bright shade of red.

“William, it’s ok. If you can’t do this we don’t have to.”

“No!…I mean um, no. I wan’ to do this.”

“K, I’ll start. Take off your shirt.”

“My shirt?” His hands rested on the hem of his shirt.

Buffy stared at him; her eyebrow raised in question.

“Ok. Ok. My shirt.” William slowly unbuttoned his shirt as he looked back and forth from his shirt to Buffy to see her reaction. When he changed his look that one summer he started working out as well. His chest was much defined, but what if she didn't like that?

William sat up straight to let Buffy get a good look at him. She moved closer to him so she could also feel him. She ran her hands lightly over his chest; her fingers brushed across his nipples. Her hands roamed down to his abs and back up to his shoulder blades.

“Wow.” she whispered to herself, but William heared her causing him to smile.

“Now you, Buffy.” William took her wrists in his hands and placed her hands on the base of her shirt.

Buffy took the base of her light blue shirt and pulled it over her head throwing it to the ground. She looked at William waiting for a reaction.

“Take the bra off, luv.” He whispered hoarsely.

“That’s totally not fair! You only took your shirt off!”

“I showed you my nekkid chest, Buffy, so now you show me yours, yeah?”

Buffy shyly reached around behind her back to unclasp her bra. She undid the clasp and pulled one arm out at a time. She lightly dropped it to the floor. Buffy hung her head which caused her hair to block his view of her tits.

He reached for her face to lift it up out of his way. He stared at her breast with an un-readable expression. A few minutes passed and he had yet to say anything. He still hadn't tried to touch them.

“They’re ugly aren’t they?” Buffy folded her arms over her chest to hide them from his view.

William was suddenly pulled out of his trance. “No, pet. Christ, they’re magnificent. Your breast are perky and you have small nipples portion-ate to the size of your breasts and the area around your nipples is a light pink. They’re perfect, Buffy.”

“You can touch them, if-if you want.” She lowered her arms to her waist and jutted her breasts out toward William.

William hesitantly reached over to cup the underside of her tits. He lifted them a bit; testing their weight. His hands roamed up the side and back down again squeezing them slightly.

“Will, please…” Buffy moaned.

He looked up sharply, his hands still cupping her breast.

“Please what, Buffy?” he said with his head tilted to the side.

“Touch more, please.”

He felt pride rushing through him that she had enjoyed his touch and wanted more. He moved his hand upward so his thumbs brushed against her nipples causing them to harden into peaks. Fascinated he pinched them between his thumb and forefinger. The action caused Buffy to moan; wanting more he tugged on them slightly. Buffy threw her head back and pushed her tits closer to his hands.

He pulled his hands away completely to let them rest on his waist.. Buffy put her head back up straight to look at him. “W-why’d you stop?”

“Don’t you want to see anything else, luv?”

“Oh right, duh. Okay, take off your pants.”

William stood up surprisingly with confidence in his stature. He reached for his zipper and lowered it as he stared into Buffy’s eyes. He let his pants drop to the floor to pool around his feet.

Buffy continued to stare at his crotch her eyes seemed to bug out, her mouth opened and closed.

“Y-you don’t w-wear any-any…oh god.”

William walked so that he was in front of Buffy her face level with his dick.

“Does this please you, Buffy?”

“Is this how big they all are?”

William had seen boys change in the locker room and he knew for certain that the size of his dick was much bigger than any he had ever seen.

“No, the average length is 6 inches.”

“And yours is?” She asked not being able to pull her eyes away from the sight of his beautiful dick.

“Ten.” William rested his hands on his hips waiting to see what she would do. When nothing happened he asked, “What now, Buffy?“

“Can you touch it?”

“W-What?!”

“Please, William I-I want to watch you touch yourself.”

“I-I’m not sure that’s such a good idea.” William started to back away from her.

“I’ll return the favor.”

Suddenly William was all for it; he gulped movas he moved closer to Buffy. As he stood in front of her he grabbed the base of his cock to squeeze it tightly. He stared at Buffy’s tits as he stroked his cock at a leisurely pace. Buffy reached up to rub her aching nipples.

“Do it faster, William.”

“Oh, fuck.” William groaned as he bit his lower lip to keep from screaming.

He grabbed the top of his cock with his other hand and with both in unison he stroked his dick.

Buffy pinched and pulled her nipples mesmerized by William as he brought himself off.

“Ugh! Bloody hell, luv. Love seeing you do that. Squeeze your titties tighter.

Buffy did as he asked, but she wanted more. She wanted to bring William pleasure.

“Can-can I do that for you?” She asked as she looked into his eyes.

Williams hands froze on his cock. “You-you want to do this?”

“Yeah, if uh, you want me to.”

Williams hands dropped to his side as he stared at Buffy’s lust filled gaze. He was sure that his gaze more than match hers.

Looking back down, she reached a hand out and to gently pet the underside of his cock with her finger tips. She became brave enough to grasp the base causing it to twitch in her hand. She pulled her hand away quickly.

“Did I do something wrong?”

“No-no I liked it…want more, please.”

“Uh, yeah ok.” Buffy reached her hand out again and grasped the base running her grip up to the tip. William groaned as he threw his head back. He thrust forward into her hold.

“More.” He knew he was being selfish, but her tiny hand on his large cock looked so appetizing and the feel of her grasping him had made him so horny.

“What do I do?” She looked up at him.

Looking down at her to meet her eyes he said, “Like you’re doin’ jus’ up and down more. Jus‘ like I did, yeah?”

She looked back down at his cock her tongue slipped out of her mouth, something she did whenever she concentrated, but the action now caused William to lick his own lips as he wished that tongue was on his cock.

Buffy gripped his cock tighter and moved her hand up and down like she was told. The head started to become a shade of purple and William hips thrust more and more toward her. She reached with her other hand to cup his balls thinking that if they’re attached to his dick then maybe they are pleasurable for him too.

“Fuck…yeah, luv.” William had never felt pleasure like this before. He couldn’t believe what this night had become. He had wanted to be with her since he first laid eyes on her that first day in Sunnydale. He fell in love with her a few weeks later when she came to school in a light pink summer dress and strappy sandals; her blonde locks cascaded down her shoulders. She looked like an angel.

“You like this William?” Buffy’s confidence was through the roof so she wasn’t shy anymore.

“Y-yes, Buffy...It’s so good, baby.”

Buffy squeezed his balls tighter as she rolled them in her hand. Her grip on his cock twisted as she brought her hand up and down his shaft at a faster pace.

“Stop.” He whispered to her.

Buffy froze but didn’t release his cock or balls. “What’s wrong?”

“ ’m goin’ to cum, luv.”

“Well, that’s ok.” Her hand started to move again.

“It is?”

“Yeah, silly. We’ll make it part of the game.”

Buffy’s hand moved faster more determined to make William cum now.

“Buffy! Oh fuck, luv. You’re so good at this… Jus’ a little more…oh yeah…fuck, fuck, fuck.” Williams hips jutted forward as he found his release his cum gushed out onto her dainty hand and wrist. A few squirts made it to her tits.

She released his dick and stared at her hand as if hypnotized. Curious she brought it to her mouth darting her tongue out slowly to taste the cream.

William groaned causing Buffy to look up. She could see his dick was getting hard again.

“Buffy…’ He whispered as if in prayer.

“It tastes good.” she continued to lick and suck her fingers to clean her hand of his jizz.

“Bloody hell.” William plopped down next to her on the couch with a happy sigh.

“Was that good?” she asked shyly.

William turned to her. “Was it good? Buffy that was the most incredible thing I have ever felt. You were wonderful.”

Buffy jumped up to stand beside him. “My turn!” she grinned at him causing William to give her his own grin in response.

She shimmied out of her tight skinny jeans and at an agonizing pace she lowered her black bikini panties down her legs stepping out of them. She went to lie down on the couch, but William stopped her with a hand placed on her inner thigh.

He gently ran his hands across her inner thighs and moved them up to cup her mound. Her pussy was cleanly shaven and her lips were shinning with her juices. The aroma of her arousal reached his nostrils causing William to moan and his cock became rock hard.

“Lay down, baby.”

Buffy went to lie down on the couch facing William with her legs crossed.

“Open them, luv. Let me see you.”

She spread her legs wide; her pussy now fully open to his hungry gaze. His cock was now resting high across his stomach.

He scooted closer to her as he ran a hand up and down her pussy playing with her lips. His fingers became coated with her juices which caused William to place them in his mouth to suck on them.

“Will…” she whispered.

He reached back down to place two fingers onto her pussy. He pushed them down and spread them apart making him able to see her pussy hole. His tongue came out to lick his lips hungrily. He had heard that woman like to be eaten down there, but obviously he had never done it so he was nervous that he would disappoint her.

“Do you want m-my mouth B-Buffy?”

“Y-yes Will.”

He maneuvered himself so that he was awkwardly lying down in front of her; his mouth directly in front of her cunny. He breathed her scent in deeply grinding his erection into the couch.

He stared at her pussy not sure what to do at all. “I don’t know what to do.” He admitted as he looked at her sweet smelling pussy.

“We can learn together. Just try.” She said as she petted the top of his slicked back hair.

William brought an experimental tongue out to lick the folds of her cunt. At first taste he had decided that her juices were the most exquisite, delicious taste he would ever have in his mouth.

“Yeah…Will.”

As her moans had spurred him on, he pressed his tongue into her harder. His hands latched onto her hips tighter to hold her in place.

“Like this, luv?”

“Yeah…Yeah…” She said has her pelvis thrust into his waiting mouth.

He licked her cunt violently and when he reached the nub at the top her hold on his head tightened.

Thinking this was a more pleasurable spot he focused on it.

He took the little nub into his mouth and sucked on it as he tug it slightly with his lips.

“Gah! William! Uh!” She groaned as her head thrashed back and forth.

She held his face painfully close to her pussy almost so he was not able to breath. He pulled away only to be stopped by her desperate plea.

“So close, Will…please, baby.”

With newfound determination to make this goddess cum; he sucked harder on her clit His hand from her right hip had slipped causing his finger to push slightly into her hole.

“Fuck…Do that…Do that.”

William had never been one to deny a lady. He stuck his pointer finger into her hole and pumped it in and out of her as he matched the speed of his sucking on her clit.

He moaned into her mound as he thrust onto the couch cushions desperately needing the friction. Her legs wrapped tightly around his neck her pelvis as she ground into his face.

“Will…I’m gonna cum!…oh fuck, yes!” She screamed her release as her hips thrashed in his grip.

Her cream coated his hand which he proceeded to lick up like a starving man. With one last kiss to her clit he pulled away to lean back on the arm of the sofa. His cock was now a light shade of purple.

“D-did you like that, Buffy?” He asked as he wiped a bit of her cream off of his chin.

“God, Will. That was amazing!” She said dreamily with her hair fanned out the side of the couch, her chest heaved with each breath she took. She looked so fucking good.

“Let’s go upstairs to my room.” She got up from the couch and took his hand to lead him to her room.

Buffy layed down on the bed; her head propped up with two pillows.

She curled her finger motioning for him to come toward her.

“I want to try something. Straddle my face, Will. I want to suck your cock.” She said as she patted the top of her chest.

William groaned as he moved to the bed to straddle her face. His ten inch cock jutted out proudly in front of him; brushing across her luscious pink lips.

Buffy darted her tongue out to lick the head of his penis to taste the pre-cum that resided there. “Mmm, yummy.”

“Bloody hell, Buffy please.” He begged as he thrust his cock closer to her mouth.

She licked around the head and down the underside of his shaft and back up again.

“More Buffy, take it into your mouth…please.” William moaned as he took the base of his cock to tap it lightly on her lips.

She wrapped her lips around the head to suck on it gently. When William thrust his hips toward her she sucked harder as she moved her head forward to take more of his rod into her mouth. She pulled back because she gagged.

“I-I can’t take it all…it’s too big.”

“Use-Use your hand for the rest Buffy. Whatever you do will feel like heaven.”

She wrapped her dainty hand around the base of his cock and pumped up and down a quarter of the way up. Once again she sucked his cock into her mouth.

William held onto the head board to keep from falling forward. He stared down as he watched as his cock was sucked in and out of her mouth. Her eyes store up into his as she sucked and licking his cock greedily.

“Buffy, luv. So bloody good…fuck, yeah.” William groaned his hips now thrusted so much he fucked her mouth. Buffy relaxed her throat muscles as she allowed him to get himself off.

She could feel his cock as it hit the back of her throat but not enough to gag her again.

“Buffy…Buffy…fuck!” William yelled as his ejaculation squirted down her throat. He thrust a few more times to make sure he gave her every last drop of his seed.

Buffy continued to stare deep into his eyes as she swallowed every last drop.

William pulled away to lie down next to her. His cock now limp across his stomach.

“We’re learning a lot, huh?” Buffy laughed out as she looked up at the ceiling.

“Ha. Yeah, luv we sure are.”

“What now?”

He turned his head so he faced her; a wide grin on his face.

“I don’t know, Buffy.”

“Is-Is there anything you’ve heard of that maybe you want to try.” Buffy asked as she petted her chest casually.

William stared at her hand and tits. “I want to fuck your tits.”

Buffy looked away shyly. “They’re not big enough for that, Will."

He sat up and reached over to press her tits together. “See, they’re perfect.” He held them together to show her that her tits made a wonderful valley for his cock to sneak into.

Buffy swatted his hands away so she could hold them together. “K, Will.”

William once again straddled her, but now furthur down her stomach. He jerked his cock to hardness as he store at her lust filled eyes.

He slid his shaft into the valley of her breast as Buffy held them closer together. He pumped in and out at a leisure pace; he wanted this to last longer. He was certain that if he sped up he’d cum all over her tits and face. She stared at his cock as her tongue stuck out to lick her dry lips. His cock hit her mouth causing her to dart her tongue out and lick the tip.

This went on for a few minutes, but he stopped because of Buffy’s comment.

“Let’s do sixty-nine.” She said as she released her breast.

Uh, yeah…yeah, ok.” William had heard about this position so he knew to maneuver himself so his face was over her cunt and his cock was over her mouth.

“Um, Will, maybe we could lie on our sides. You’re kinda squishing me.”

“Buffy, I’m sorry…I.”

“Will, it’s okay…don’t get nervous. I’m fine.” She moved so she was on her side with William on his next to her.

William reached his tongue out to lick her pussy; his finger immediately entered her hole. He thrust his hips forward to remind Buffy to take his cock into her mouth.

Buffy took his cock into her mouth and sucked on it the same speed William thrusted his finger in and out of her.

She experimentally reached her hand around his ass to stick a finger inside. She thought that maybe he’d like it. William instantly thrust away from her. “N-no Buffy.”

“Shh, just let me try. I’ll stop if you want.” She stuck her middle finger into his puckered hole so that it was knuckle deep.

“Oh bloody fucking hell!” William went back to eating her pussy as he thrust back onto her waiting finger.

“You like that, baby. You like me fucking you with my finger?”

He pulled away from her snatch to answer. “Fuck yeah, luv. Suck my cock too…please, baby.” He pushed his cock against her lips.

Buffy continued to fuck his ass with her finger as she sucked on his cock. She ground her cunt into his face desperate to find her release. His nose rubbed against her clit.

She threw her head back as she came. The taste of her cum caused William to find his own release. His cum shot out to cover her face.

Buffy rolled so she was on her back. “Now what?” She said out of breath as she wiped his cum off her face with the back of her hand.

“Now I make love to you.” William said as he crawled up her body.

“Make love?” She whispered.

“I-I’ve always loved you, Buffy. I don’t want this to end. I want to be with you. Will you have me?”

“William…I love you too, so much.” Buffy spread her legs to give him access to her waiting entrance.

He took the base of his cock and positioned it at her entrance. “Buffy, are you sure?”

“Yes, Will…make love to me.”

William thrust forward; his cock pushed into her inch by inch. He stopped when he felt her hymen. “I heard this hurts…I’ll do it fast so it’s over quicker.”

“O-Okay, Will.”

William bent down to lightly kiss her on the mouth. They both tasted each other on the others tongue. “I love you, Buffy. I’ll always love you."

He thrust all the way to the hilt inside of her as he drowned out her scream with another kiss.

“I’m okay now…y-you can move.”

William thrust into her slowly afraid he would cum too soon if he went any faster. She felt like home. She felt as if she was made only for his cock.

Buffy wrapped her legs around his back; her heels dug into the cheeks of his ass. “Faster…harder, Will. Fuck me harder.” She moaned.

He reached down to lift her ass off the bed as he thrust into her wild now. “Like this Buffy? Fuck you’re so tight, so warm baby.”

“Yeah, Will….so good…you fuck me so good."

“I’m gonna cum, luv. Cum with me, yeah?” William reached down to rub her clit to help her along.

“Ugh!!! Cumming! I’m Cumming! William!”

“Buffy!” William screamed as he followed her into bliss.

William pulled out to collapse next to her.

“That was a pretty awesome game, huh Will?”

“Hah, yeah kitten. Want to play again?”

Buffy jumped up to straddle him; she positioned herself over his already hard again cock. Buffy sunk down onto his rigid cock as they both moaned from the pleasure.





THE END